DALLAS, May 5, 2025 /PRNewswire/ -- Sunoco LP (NYSE: SUN) ("Sunoco" or the "Partnership") and Parkland Corporation (TSX: PKI) ("Parkland") announced today that the parties have entered into a definitive agreement whereby Sunoco will acquire all outstanding shares of Parkland in a cash and equity transaction valued at approximately $9.1 billion, including assumed debt.
As part of the transaction, Sunoco intends to form a new publicly-traded Delaware limited liability company named SUNCorp, LLC ("SUNCorp"). SUNCorp will hold limited partnership units of Sunoco that are economically equivalent to Sunoco's publicly-traded common units on the basis of one Sunoco common unit for each outstanding SUNCorp unit.
This new publicly-traded entity will be treated as a corporation for tax purposes. For a period of two years following closing of the transaction, Sunoco will ensure that SUNCorp unitholders will receive the same dividend equivalent as the distribution to Sunoco unitholders.
Transaction Details
Under the terms of the agreement, Parkland shareholders will receive 0.295 SUNCorp units and C$19.80 for each Parkland share, implying a 25% premium based on the 7-day VWAP's of both Parkland and Sunoco as of May 2, 2025.
Parkland shareholders can elect, in the alternative, to receive C$44.00 per Parkland share in cash or 0.536 SUNCorp units for each Parkland share, subject to proration to ensure that the aggregate consideration payable in connection with the transaction does not exceed C$19.80 in cash per Parkland share outstanding as of immediately before close and 0.295 SUNCorp units per Parkland share outstanding as of immediately before close.
Sunoco has secured a $2.65 billion 364-day bridge term loan for the proposed cash consideration.
The transaction has been unanimously approved by the board of directors of both companies and is expected to close in the second half of 2025 upon the satisfaction of closing conditions, including approval by Parkland's shareholders and customary regulatory and stock exchange listing approvals.
Strategic Rationale
Compelling Financial Benefits. Immediately accretive, with 10%+ accretion to distributable cash flow per Common Unit and $250 million in run-rate synergies by Year 3. Expect to return to 4x long-term leverage target within 12-18 months post-close.
Strong Industrial Logic. Complementary assets enables advantaged fuel supply and further diversifies Sunoco's portfolio and geographic footprint.
Accelerated Accretive Growth. Increases cash flow generation for reinvestment and distribution growth.
Benefits to Canada and Responsible Stewardship
Employment in Canada. Sunoco will maintain a Canadian headquarters in Calgary and significant employment levels in Canada.
Burnaby Refinery. Sunoco is committed to continuing to invest in Parkland's innovative refinery, which produces low-carbon fuels, while maintaining safe, healthy and growing operations for the long-term. The refinery will continue to operate and supply fuel within the Lower Mainland.
Transportation Energy Infrastructure Expansion. Sunoco will continue to support Parkland's plan to expand its Canadian transportation energy infrastructure.
Expanded Investment Opportunities. The combined company's expanded free cash flow will provide additional resources for reinvestment in Canada, the Caribbean, and the United States in support of both existing and new opportunities.
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